Does MoneyGram sale to Chinese firm pose cyber, AML risks?

Donald Trump ran for president on a message of economic nationalism that included a promise to protect America against cyberattacks from China. His campaign website declared: “China’s cyber lawlessness threatens our prosperity, privacy and national security.”

Now, the Trump administration faces the choice of either approving a large Chinese company’s bid to acquire a prominent U.S.-based money transmitter, or nixing the deal on national security grounds.

The fate of the proposed acquisition will serve as an early indicator of how far Trump is willing to go to deliver on his “America First” campaign rhetoric. And it will likely be read as a signal as to whether Chinese investment is still welcome in the U.S. financial services sector.

Under the pending deal, Ant Financial would pay $1.2 billion in cash to acquire Dallas-based MoneyGram International, a money transfer firm that operates in roughly 200 countries. Ant Financial is an affiliate of the Chinese e-commerce giant Alibaba Group.

The purchase, announced on Jan. 26, is currently under review by an interagency group led by the Treasury Department, which determines whether proposed foreign acquisitions of U.S. companies represent a threat to the nation’s security.

The process — conducted by the Committee on Foreign Investment in the United States, also known as CFIUS — is something of a black box. But several observers said that the review is likely to include a close examination of issues related to data security and anti-money-laundering efforts.

The proposed acquisition has drawn fire from an assortment of parties, including conservative groups that are wary of China, some Republicans and Democrats in Congress, and a Kansas-based company that has made its own offer to buy MoneyGram.

The deal’s opponents argue that a Chinese firm cannot be trusted to safeguard the kind of sensitive personal information that MoneyGram collects from its U.S. customers. Money transmitters gather names, addresses and other private information about their customers in order to comply with regulations aimed at preventing money laundering and terrorist financing.

In a March 10 letter to Treasury Secretary Steven Mnuchin, a coalition of conservative groups that are opposed to the acquisition, including Tea Party Nation, referenced suspicions that Chinese hackers were behind cyberattacks against the Office of Personnel Management and the Federal Deposit Insurance Corp. in recent years.

“These activities are sadly consistent with China’s international ambitions, its disdain for the rule of law, and its permissive views on theft of American intellectual property and violation of consumer privacy,” the groups wrote.

Ant Financial dismisses some of the arguments made by the deal’s opponents as misinformation. For example, Reps. Chris Smith, R-N.J., and Robert Pittenger, R-N.C., wrote in a Wall Street Journal op-ed that the Chinese government owns a roughly 15% stake in Ant Financial, but the company calls such characterizations misleading.

While Ant Financial’s shareholders include a handful of funds that are state-owned or state-affiliated, they are noncontrolling, passive investors and do not have any participation in the firm’s management or board, the company stated.

“We’re a private-sector company in China,” said Douglas Feagin, senior vice president and head of international operations at Ant Financial. “We’re in no way an arm of the Chinese government or being used that way.”

But the objections raised by the deal’s opponents go beyond the company’s ownership structure.

Critics are also raising questions about the willingness of a Chinese firm to cooperate fully with U.S. authorities in efforts to crack down on money laundering, and about the amount of influence the Chinese government wields over private-sector companies.

“Some have concerns that this would give the Chinese government access to a huge new pool of data,” said James Andrew Lewis, senior vice president at the Center for Strategic & International Studies in Washington. “The general concern is that if the Chinese government asked, it would be hard for Alibaba to say no.”

One hypothetical scenario imagined by the deal’s opponents involves malicious actors in China retrieving data on U.S. military personnel who use money transfer services, in order to determine their physical locations and their personal networks, and identifying their vulnerabilities for coercion.

In September 2015, U.S. President Barack Obama and Chinese President Xi Jinping reached an agreement that bars the cybertheft of intellectual property for economic advantage. Since then, Chinese cyberattacks on U.S. targets have decreased, though certain types of attacks continue, according to the cybersecurity firm FireEye.

“Definitely there’s been a trend upward in terms of targeting personally identifiable information,” said Christopher Porter, who manages a FireEye team that forecasts emerging risks.

On Tuesday, MoneyGram’s shareholders approved Ant Financial’s offer. MoneyGram CEO Alex Holmes said in a recent interview that his company takes numerous steps to protect its customers’ personal information. “None of those can change simply because the ownership of the company changes,” he added.

The Treasury-led review process is supposed to focus exclusively on national security considerations, but the deal’s opponents are injecting a separate, protectionist argument into the mix.

They make the case that the Chinese government would never allow an American company to make the same type of acquisition in China, and say that the U.S. government should draw a similar line in the sand.

Michael Brown is the CEO of Euronet Worldwide, a Leawood, Kan., company that operates the Ria Money Transfer business. In March, Euronet made its own offer to buy MoneyGram, but MoneyGram rejected it. Now Brown is trying to convince the U.S. government to block the Ant Financial deal.

He said that Euronet was operating ATMs with China Postal Savings Bank roughly a decade ago, but that relationship withered as the Chinese government’s concerns about foreign-owned companies grew. Given that history, he questioned why the U.S. government is even considering allowing a Chinese firm to buy a U.S.-based money transmitter.

“That would say the Chinese are either a whole lot smarter than us, or we’re a whole lot dumber than them,” Brown said.

At a congressional hearing on Tuesday, Trump’s nominee for assistant Treasury secretary for international markets and development, Heath Tarbert, declined to comment on the Ant Financial-MoneyGram deal.

But he noted that under current law, the Treasury-led review process is only allowed to consider national security issues. “If confirmed, I would use all available resources to ensure that there are no unresolved national security concerns,” said Tarbert, a bank regulatory lawyer at Allen & Overy.

The government’s review of the Ant Financial deal has already been underway for months. There are currently vacancies in a number of key positions at various participating government agencies, said Anne Salladin, a former Treasury official.

“I would say that right now is kind of a period of transition,” said Salladin, a lawyer at Stroock & Stroock & Lavan.

The Treasury-led review group has the authority to recommend that the president block a specific merger. In practice, the companies involved will typically scuttle the deal if they learn that such a recommendation is coming.

But Trump’s tone on China has softened considerably since taking office. He has stopped calling the country a currency manipulator, and he no longer talks about imposing stiff tariffs on Chinese imports.

He has also staffed his administration with various bankers and corporate lawyers who have benefited from globalization. Keith Noreika, a lawyer at Simpson Thacher & Bartlett until he was named acting comptroller of the currency in early May, recently represented Ant Financial in its efforts to buy MoneyGram. (The OCC is not part of the interagency committee that reviews foreign acquisitions of U.S. companies.)

In addition, Trump has developed a relationship with the billionaire Jack Ma, the founder and executive chairman of Alibaba Group. The two men met at Trump Tower on Jan. 9. Afterward, Trump called it a “great meeting” and described Ma as a “great entrepreneur.”

During the Obama administration, U.S. officials took steps toward opening the American financial services market to more investment from China.

In 2012, the Federal Reserve Board approved a Chinese bank’s application to buy a majority stake in a U.S. depository institution, which gave other Chinese banks a blueprint for how to enter the American market.

The Fed’s decision did not lead to a flood of similar deals, but for reasons that largely involve market conditions, according to Walter Mix, who heads the financial services practices at Berkeley Research Group.

Last year, Ant Financial won the U.S. government’s approval for its purchase of Kansas City, Mo.-based EyeVerify, which had developed technology for authenticating users of mobile apps. And in December, the Treasury-led review panel approved the sale of the Chicago Stock Exchange to Chinese investors.

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